Shareholder Proposal Litigation Increases Following The SEC's Revised Rule 14a-8 Process

Once comparatively rare, shareholder proposal litigation has proliferated since the SEC's November 2025 announcement that it would no longer provide substantive responses to most Rule 14a-8 no-action requests. In the last month alone, shareholders have filed five lawsuits challenging the exclusion of their proposals under the SEC's revised process. By comparison, there were fewer than 30 such lawsuits in the previous 50 years.

Settled

• New York City Employees' Retirement System v. AT&T Inc. was filed on February 17, 2026, in the Southern District of New York, challenging AT&T's exclusion of an EEO-1 workforce diversity disclosure proposal on "ordinary business" grounds. AT&T settled nine days later by agreeing to include the proposal in its proxy materials.